[8-K] GameSquare Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

GameSquare Holdings, Inc. (NASDAQ: GAME) filed an 8-K on 4 Aug 2025 disclosing a new $5 million share repurchase authorization. The Board approved the program on 1 Aug 2025, allowing the Company to buy back common stock, $0.0001 par value, at management’s discretion through open-market purchases, privately negotiated transactions or Rule 10b5-1 plans.

The buyback has no expiration date, can be modified, suspended or terminated at any time, and will be funded with surplus cash and cash generated by the Company’s Ethereum yield strategy. No specific share count was provided; actual volumes will depend on price, trading volume and market conditions. In conjunction with the announcement, GameSquare furnished two exhibits: (1) a press release detailing the repurchase program (Ex. 99.1) and (2) a new investor relations presentation summarizing Company performance (Ex. 99.2) now in use as of 4 Aug 2025.

Positive

• $5 million share repurchase program provides a shareholder-friendly capital return mechanism and potential support for the stock price.

Negative

• None.

Insights

Equity Analyst

TL;DR: $5 M buyback signals management confidence but is modest; impact likely limited.

The discretionary, open-ended repurchase program offers capital return flexibility and may provide a short-term floor for GAME shares. However, without context on market cap or cash position, the $5 million limit appears relatively small, suggesting muted EPS accretion. Funding via “surplus cash and Ethereum yield” indicates the Company holds digital-asset-linked liquidity, adding a non-traditional element but remaining within disclosed resources. Overall, the filing is mildly positive yet not transformational.

Corporate Governance Specialist

TL;DR: Board authorizes open-ended buyback; governance mechanics standard.

The Board’s authorization follows typical governance practice—no expiration, 10b5-1 optionality and ability to amend. Disclosure of funding sources and lack of specified share cap aligns with Regulation FD transparency. No red flags on procedural grounds; impact classified as routine.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 1, 2025

GameSquare Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39389		99-1946435
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6775 Cowboys Way, Ste. 1335 Frisco, Texas, USA		75034
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (216) 464-6400

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		GAME		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure

Repurchase Program

On August 4, 2025, GameSquare Holdings, Inc. (“GameSquare or the “Company”) issued a press release announcing the authorization of a share repurchase program, as described in greater detail in Item 8.01 of this Current Report on Form 8-K. A copy of the press release is furnished hereto as Exhibit 99.1.

Investor Relations Presentation

On August 4, 2025, GameSquare began utilizing a new investor relations presentation (the “Presentation”), which provides a performance summary of the Company for interested parties. A copy of the Presentation is furnished hereto as Exhibit 99.2.

Item 8.01. Other Events

On August 1, 2025, the Board of Directors (the “Board”) of the Company authorized a share repurchase program pursuant to which the Company may purchase shares of common stock, par value $0.0001 per share (the “Common Stock”) up to $5,000,000 worth of Common Stock. Under the repurchase program, GameSquare may purchase shares of its Common Stock on a discretionary basis from time to time through open market repurchases, in privately negotiated transactions, or other means, including through Rule 10b5-1 trading plans. The timing and actual number of shares repurchased will be determined by management depending on a variety of factors, including, among other factors, stock price, trading volume, market conditions and other general business considerations. The repurchase program has no expiration date and may be modified, suspended, or terminated at any time. Repurchases under this program will be funded from the Company’s surplus cash and cash equivalents or future cash flow generated by its Ethereum yield strategy.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Share Repurchase Program Press Release issued by GameSquare Holdings, Inc., dated August 4, 2025.
99.2		Investor Relations Presentation issued by GameSquare Holdings, Inc., dated August 4, 2025.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GAMESQUARE HOLDINGS, INC.
	(Registrant)
Date: August 4, 2025	By:	/s/ Justin Kenna
	Name:	Justin Kenna
	Title:	Chief Executive Officer and Director

FAQ

What did GameSquare (GAME) announce in its 8-K filed 4 Aug 2025?

It disclosed Board authorization of a $5 million share repurchase program and released a new investor presentation.

How large is GameSquare's new share repurchase program?

The Company may repurchase up to $5 million of its common stock.

Does the buyback have an expiration date?

No. The program is open-ended and may be modified, suspended or terminated anytime.

What funding sources will GameSquare use for the repurchases?

Buybacks will be financed from surplus cash, cash equivalents, or cash generated by its Ethereum yield strategy.

Where can investors access the new investor presentation?

The presentation is furnished as Exhibit 99.2 to the 8-K and was first used on 4 Aug 2025.